ISS Proxy Advisory Services Recommends NYSE Euronext Shareholders Vote “FOR “ Combination with Deutsche Boerse AG
Joins Glass Lewis in Recommending FOR the Transaction
NEW YORK, – NYSE Euronext (NYSE:NYX) today announced that ISS Proxy Services (“ISS”), a leading proxy advisory firm, has recommended that NYSE Euronext shareholders vote on the white proxy card “FOR” the adoption of the business combination agreement between Deutsche Boerse and NYSE Euronext and approval of the transactions contemplated by the agreement at the upcoming NYSE Euronext special shareholder meeting to be held on July 7, 2011. ISS joins Glass Lewis, which has also recommended NYSE Euronext shareholders vote “FOR” the combination.
In its report to NYSE Euronext shareholders dated June 24, 2011, ISS stated: “On a pro forma basis, the deal will create the world leader in derivatives, capital raising markets, and capital markets infrastructure services. Furthermore, NYSE anticipates enhancements to its product suite given the highly complementary business resulting in significant synergies (over $500 million in cost savings and $133 million in revenue). In addition, the one-day premium, albeit low relative to normal acquisitions, exceeds that of recent merger-of-equal transactions, including those among exchange operators. Moreover, the post closing ownership split of 60/40 appears favorable to NYSE shareholders given the contribution analysis. On a post-merger basis, NYSE shareholders will retain significant board and management representation with seven out of 17 board seats and current NYSE CEO serving as CEO of the combined company. In light of these considerations, a vote FOR this proposal is warranted.”
In a separate report, proxy service Glass Lewis published its recommendation that NYSE Euronext shareholders vote “FOR” the proposed combination. In its analysis, Glass Lewis stated:
“We believe the transaction is compelling for shareholders and worth support. We find the transaction places the combined entity in an attractive competitive position, with clear opportunity for strategic synergies on a post-consolidation basis. While the Company appears to be in an adequate position to continue operations as a stand-alone firm, we believe a merger with DB represents an appealing opportunity to prepare NYSE for further consolidation within its competitive environment, while also allowing NYSE shareholders to participate in a stronger, more diverse firm going forward"
Duncan Niederauer, Chief Executive Officer of NYSE Euronext, said: “We are pleased that the nation’s leading proxy firms recognize the merits of the combination between Deutsche Boerse and NYSE Euronext and recommend that shareholders vote in favor of this strategically compelling transaction. As we continue to make progress towards uniting our exchanges, we look forward to NYSE Euronext shareholders having the opportunity to take the next step forward by following the ISS and Glass Lewis recommendations.”
Mr. Niederauer continued: “Combining our two respected exchanges will create a global exchange leader with a strong balance sheet, superior cash flow and the ability to both invest in future opportunities and return value to shareholders. The NYSE Euronext Board strongly recommends that shareholders vote for this powerful combination.”
The NYSE Euronext special meeting of shareholders will be held at 11 Wall Street, New York, New York 10005 on July 7, 2011 at 8:00 a.m., New York City time. Shareholders of record as of close of business on May 9, 2011 are eligible to vote on the proposed combination.
NYSE Euronext shareholders can sign, date and mail their proxy cards, or may vote by telephone or internet. If shareholders have any questions or need help voting their shares, they can contact MacKenzie Partners, Inc. or at firstname.lastname@example.org.
Deutsche Boerse Management Board and Supervisory Board recommend that all Deutsche Boerse shareholders accept the exchange offer during the exchange period, which concludes on July 13, 2011.
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